1. As of September 14, 2011, Warburg Pincus Private Equity X, L.P., a Delaware limited partnership (together with Warburg Pincus X Partners, L.P., an affiliated Delaware limited partnership, "WP X") is the holder of 25,882,172 shares of common stock, no par value (the "Common Stock") of National Penn Bancshares, Inc. (the "Issuer"). Warburg Pincus X, L.P., a Delaware limited partnership ("WP X LP"), is the general partner of WP X; Warburg Pincus X LLC, a Delaware limited liability company ("WP X LLC"), is the general partner of WP X LP; Warburg Pincus Partners LLC, a New York limited liability company ("WP Partners"), is the sole member of WP X LLC; (Continued in Footnote 2)

2. and Warburg Pincus & Co., a New York general partnership ("WP"), is the managing member of WP Partners; Warburg Pincus LLC, a New York limited liability company ("WP LLC"), manages WP X; and Messrs. Charles R. Kaye and Joseph P. Landy are each a Managing General Partner of WP and a Managing Member and Co-President of WP LLC and may be deemed to control WP X, WP X LP, WP X LLC, WP Partners, WP and WP LLC.

3. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as a Partner of WP and a Member and Managing Director of WP LLC, Mr. Michael E. Martin may be deemed to be the beneficial owner of the Common Stock held by WP X.

4. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, Mr. Michael E. Martin herein states that this Statement shall not be deemed an admission that he is the beneficial owner of any of the shares of Common Stock covered by this Statement. Mr. Martin disclaims beneficial ownership of the Common Stock, except to the extent of his pecuniary interest in such shares of Common Stock.

Remarks:

Power of Attorney for Michael E. Martin previously filed as Exhibit 24 on the Form 4 filed by Michael E. Martin on August 24, 2011.

/s/ Scott A. Arenare, Attorney-in-Fact

09/14/2011

** Signature of Reporting Person

Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v).